Open AI: What’s Next?
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11/30/23 – Issue 8.44 – Your weekly news on all things board. 

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What a wild two weeks it's been. Seems like every day we woke up to a remarkable new development in the OpenAI story. Sam Altman is out, he’s possibly at Microsoft, he’s back in…and now the analysis begins. Throughout the unfolding events and even now, all eyes are on the board. Some people are calling OpenAI a massive corporate governance failure. Others are saying the board was simply adhering to the company’s original mission. Or is the truth somewhere in between? At any rate, Sam Altman says this week that he is putting governance front and center as part of his return.

 

In other news, Remembering Berkshire Vice Chairman Charlie Munger; Cigna and Humana announce merger talks; Changpeng Zhao resigns as Chairman of Binance; and Elliot Management takes a $1B stake in Phillips 66, calling for a board revamp.

 

In the Spotlight

 

Back at OpenAI, Sam Altman Outlines His Priorities

Governance is a big one; Microsoft joins the board as a nonvoting member

 

“OpenAI said on Wednesday that it had completed the first phase of a new governance structure that added Microsoft as a nonvoting board member, as it works to end the divisions that fueled the ouster of Sam Altman as chief executive and sets itself up for a future as a bigger company. In a blog post, Mr. Altman, who was rapidly reinstated last week, also outlined his priorities for OpenAI as he retakes the reins of the high-profile artificial intelligence start-up. He said the company would resume its work building safe A.I. systems and products that benefited its customers. He added that its board would focus on improving governance and overseeing an independent review of the events that led to and followed his removal as chief executive.” THE NEW YORK TIMES

 

How Effective Altruism Split Silicon Valley–and Influenced OpenAI

Can OpenAI exist as both a standards bearer and a profitable organization?

“The effective-altruism community has spent vast sums promoting the idea that AI poses an existential risk. But it was the release of ChatGPT that drew broad attention to how quickly AI had advanced, said Scott Aaronson, a computer scientist at the University of Texas, Austin, who works on AI safety at OpenAI. The chatbot’s surprising capabilities worried people who had previously brushed off concerns, he said…The turmoil at OpenAI exposes the behind-the-scenes contest in Silicon Valley between people who put their faith in markets and effective altruists who believe ethics, reason, mathematics and finely tuned machines should guide the future.” THE WALL STREET JOURNAL

 

Microsoft Needs a Better Seat at OpenAI’s Table

The crisis exposed Microsoft’s vulnerability and reliance on the startup

“...the drama exposed a weak point in the AI strategy that has helped Microsoft’s stock outperform most of its major tech peers recently. The close partnership with OpenAI has given Microsoft a leg up in the race over generative artificial intelligence. Microsoft solidified that relationship with a $10 billion investment in the startup in January, two months after the high-profile launch of OpenAI’s ChatGPT chatbot. That investment gave Microsoft a 49% ownership stake in OpenAI but no board seat or any actual power because of the startup’s unusual governance structure…The fact that Microsoft was willing to lay out potentially billions more to bring top-shelf AI talent in house further drove the point home that the company needs for OpenAI to survive in some form or another.” THE WALL STREET JOURNAL

 

Prominent Women in Tech Don’t Want to Join OpenAI’s Board

As the board plans to add more members, many women say, “no thanks”

“The specifics of the boardroom overthrow attempt remain a mystery. Of those six, (Adam) D’Angelo is the only one left standing. In addition to (Bret) Taylor, the other new board member is former US Treasury secretary Larry Summers, a living emblem of American capitalism who notoriously said in 2005 that innate differences in the sexes may explain why fewer women succeed in STEM careers (he later apologized)...Prominent AI researcher Timnit Gebru, who was fired by Google in late 2020 over a dispute about a research paper involving critical analysis of large language models, has been floated in the media as a potential board candidate. She is, indeed, a leader in responsible AI; post-Google, she founded the Distributed AI Research Institute, which describes itself as a space where “AI is not inevitable, its harms are preventable.” If OpenAI wanted to signal that it is still committed to AI safety, Gebru would be a savvy choice. Also an impossible one: She does not want a seat on the board of directors.” WIRED

 

From Boardspan this Week:

 

Navigating Disruptive Risk

Disruptive risks can make or break the board

 

"Envisioning a company’s future is hard and imprecise work. But it’s increasingly clear that dedicating time to think about the future is vital to navigating the disruptive risks that are shaking up industries and upending business models…While the full board has responsibility for overseeing strategic risks—and disruptive risks are generally strategic risks—board committees have important oversight responsibilities as well. And committees can bring increased focus and attention where required. Which board committee has responsibility for overseeing each of the disruptive risks management and the board have identified as posing a threat to core strategic assumptions?” KPMG via BOARDSPAN

 

Across the Board

 

With Charlie Munger’s Death, Berkshire Loses the Custodian of its Culture

Munger’s wisdom and dedication helped shape the company

 

“Warren Buffett, the chairman and chief executive of Berkshire Hathaway, who built the company over decades with Mr. Munger’s steering, said it was his partner’s ‘inspiration, wisdom and participation’ that had proved vital to Berkshire’s success. Since the mid-1960s, Berkshire, whose collection of companies includes insurers, a railroad and a candy company, has posted annualized returns of close to 20 percent — a record that stands out for being roughly twice the rally of the S&P 500 over the same time. ‘Berkshire Hathaway could not have been built to its present status without Charlie,’  Mr. Buffett said…’Where Charlie Munger contributed, and where he will be missed, is in his role as a sounding board to Warren Buffett and probably one of the few people at Berkshire Hathaway who could tell Buffett how it is, stand up to him, disagree with him,’ (CFRA research analyst Cathy) Seifert said.” THE NEW YORK TIMES

 

Cigna and Humana In Talks for Blockbuster Merger
A cash-and-stock deal, estimated at $140B, could be finalized by year's end

 

“Cigna and Humana are in talks for a combination that would create a new powerhouse in the health-insurance industry…Joining forces would give the pair scale to rival that of UnitedHealth Group and CVS Health  and vault the combined company into the top tier of integrated healthcare firms. Cigna, which had revenue of about $181 billion last year, would be able to marry its huge pharmacy-benefit unit, which manages drug plans, and its strength in commercial insurance with Humana’s big position in the fast-growing Medicare segment, something Cigna has long sought. Humana could also help Cigna accelerate a strategy that is core to the managed-care business, a move toward paying doctors and hospitals in ways that aren’t tied to the volume of service provided. These “value-based care” setups are increasingly central to Medicare plans, but have advanced far more slowly in commercial insurance.” THE WALL STREET JOURNAL

 

Elliott Takes $1 BN Stake in US Oil Refiner Phillips 66, Urges Board Revamp
Phillips 66 lags U.S. rivals at a time when fuel demand and margins have soared

 

“Elliott Investment Management has taken a $1 billion stake in Phillips 66 and is urging the U.S. oil refiner and pipeline operator to revamp its board to boost lagging performance. The activist investment firm, in a letter to the Houston energy company's board on Wednesday, said Phillips 66's stock, recently trading at about $118 per share, could hit $200 with improvements. It said management had laid out sensible performance targets but could use help achieving its full potential…Chief Executive Mark Lashier acknowledged discussions with Elliott but did not say whether the company was open to adding two Elliott-recommended directors to its board.” REUTERS

 

Zhao Steps Down as Binance US Chair After DOJ Settlement
The move follows his resignation as global CEO last week

 

“Billionaire Changpeng Zhao stepped down as chairman of crypto exchange Binance. US a week after pleading guilty to Department of Justice charges and relinquishing his chief executive officer role at Binance’s global business. Zhao retains an economic interest in Binance. US but has transferred his voting rights via a proxy arrangement and will no longer be involved in governance, the platform said Tuesday in a post on social media service X.” BLOOMBERG

 

New Binance CEO has a “Robust Timeline” for the Board

The task of revamping Binance after recent turmoil is enormous

“Richard Teng sits in an oak-colored conference room wearing a blue suit that, with his neatly cropped salt-and-pepper hair, make him look every inch the banking regulator he used to be. The new CEO of Binance is friendly but cautious—a far cry from his predecessor, Changpeng Zhao, who last week agreed to step away from the company he founded as part of a $4.3 billion criminal settlement with the U.S. government.” FORTUNE

 

US Public Company Board Diversity in 2023

As boards diversify, it is important to harness the advantages of that diversity

 

“The reported level of diversity on US corporate boards seemed to reach a plateau even before litigation challenging corporate diversity programs in the wake of the Supreme Court’s decision in Students for Fair Admissions, Inc. v. President and Fellows of Harvard College. In the current environment, it is critical for boards to have a clear consensus on how diversity and commonality among directors contribute to effectiveness. This report addresses the current state of diversity in boardrooms and provides insights on how to maximize the benefits of a diverse board.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

    Seat at the Table

    • Disney welcomes to its board James Gorman, current CEO of Morgan Stanley; and Jeremy Darroch, former CEO of Sky

    • Honeywell appoints to its board Michael Lamach, former CEO of Trane Technologies

    • Encompass Health welcomes to its board Ted Christie, President and CEO of Spirit Airlines

    • AI-product solution firm Pagaya Technologies announces to its board Nicole Torraco, former Chief Strategy and M&A Officer at Xerox

    • FREYR Battery welcomes to its board Jessica Strine, former Senior Director of Investment Stewardship at Vanguard

    • Gossamer Bio elects to its board Dr. John Quisel, President and CEO of Disc Medicine

    • Energy firm Silverbow Resources appoints to its board Ellen DeSanctis, former SVP of Corporate Relations for hydrocarbon exploration firm ConocoPhillips

    • Geron Corporation welcomes to its board Dr. Gaurav Aggarwal, former Managing Director of Vivo Capital

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